Assignment Agreements. Each Lender may, from time to time upon at least five Business Days’ notice to the Administrative Agent and the Borrower, assign to other Persons all or any part of its rights and obligations under this Agreement (including without limitation the indebtedness evidenced by each Note then owned by such assigning Lender, together with an equivalent proportion of its obligation to make Loans and advances and participate in Letters of Credit and Swing Loans hereunder) pursuant to written agreements in the form attached hereto as Exhibit F executed by such assigning Lender, such assignee Lender or Lenders, the Borrower and the Administrative Agent, which agreements shall specify in each instance the portion of the indebtedness evidenced by each Note which is to be assigned to each such assignee lender and the portion of the Revolving Credit Commitment, and obligations to participate in Letters of Credit and Swing Loans, in each case of the assigning Lender to be assumed by such assignee lender (the “Assignment Agreements”); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of the assigning Lender’s rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender’s Revolving Credit Commitment, Loans, Notes and interests in Letters of Credit and Swing Loans; (ii) the aggregate amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the relevant Assignment Agreement) shall in no event be less than $5,000,000; (iii) unless the assigning Lender is assigning all of its Revolving Credit Commitment, outstanding Loans and L/C Obligations, each Lender shall maintain for its own account at least $5,000,000 of its Revolving Credit Commitment and the Administrative Agent must retain all of the Swing Line Loans; (iv) the Administrative Agent and the Borrower must each consent (which consents shall not be unreasonably withheld) to each such assignment (except that the Borrower’s consent shall not be required if such assignment is made after an Event of Default has occurred and is continuing) to a party which is not a Lender at such time except that such consents shall not be required in connection with an assignment by a Lender to a wholly-owned subsidiary or Affiliate of such Lender; and (v) the assigning Lender must pay to the Administrative Agent a processing and recordation fee of $3,500 and any out-of-pocket attorney’s fees incurred by the Administrative Agent in connection with such Assignment Agreement. Upon the execution of each Assignment Agreement by the assigning Lender thereunder, the assignee lender thereunder, the Borrower (if applicable) and the Administrative Agent and payment to such assigning Lender by such assignee lender of the purchase price for the portion of the indebtedness of the Borrower being acquired by it, (i) such assignee lender shall thereupon become a “Lender” for all purposes of this Agreement with a Revolving Credit Commitment (including the related obligations to participate in Letters of Credit and Swing Loans) in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Lender hereunder, (ii) such assigning Lender shall have no further liability for funding the portion of its Revolving Credit Commitment (including the related obligations to participate in Letters of Credit and Swing Loans) assumed by such new assignee Lender and (iii) the address for notices to such assignee Lender shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of such Assignment Agreement, the Borrower shall upon request execute and deliver a new Revolving Credit Note to the assignee Lender in the amount of its Revolving Credit Commitment (and a Swing Line Note if such assignee Lender is concurrently with such assignment becoming a new Administrative Agent) after giving effect to such assignment, all such Notes to constitute “Notes” for all purposes of this Agreement. Nothing in this Section 14.12 shall prevent or prohibit any Lender which is a bank, trust company or other financial institution from pledging its Notes or Loans to a Federal Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Bank; no such pledge, or any assignment pursuant to or in lieu of an enforcement of such a pledge, shall relieve the transferor Lender from its obligations hereunder.
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Sources: Multicurrency Credit Agreement (Gallagher Arthur J & Co)
Assignment Agreements. Each Lender may, from time to time upon at least five 5 Business Days’ ' prior written notice to the Administrative Agent and the BorrowerAgent, assign to other Persons all or any commercial lenders part of its rights and obligations under this Agreement (including without limitation the indebtedness evidenced by each Note the Notes then owned by such assigning Lender, together with an equivalent proportion of its obligation Revolving Credit Commitments to make Loans and advances and participate in Letters of Credit and Swing Loans hereunder) pursuant to written agreements in the form attached hereto as Exhibit F executed by such assigning Lender, such assignee Lender lender or Lenderslenders, the Borrower Company and the Administrative Agent, which agreements shall specify in each instance the portion of the indebtedness evidenced by each Note the Notes which is to be assigned to each such assignee lender and the portion of the Revolving Credit Commitment, and obligations to participate in Letters of Credit and Swing Loans, in each case Commitments of the assigning Lender to be assumed by such assignee lender it (the “"Assignment Agreements”"); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of the assigning Lender’s 's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender’s 's Revolving Credit CommitmentCommitments, Loans, Notes Loans and interests in Letters of Credit and Swing LoansNotes; (ii) each such assignment shall be made by a Lender which is a lender under the Short-Term Credit Agreement and shall be made contemporaneously with an assignment of the same percentage of such Lender's rights and obligations with respect to the Short-Term Credit Agreement; (iii) unless the Agent otherwise consents, the aggregate amount of the Revolving Credit Commitment Commitments, Loans and Notes of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the relevant Assignment Agreement) shall in no event be less than $5,000,000; (iii) unless the assigning Lender is assigning all 5,000,000 and shall be an integral multiple of its Revolving Credit Commitment, outstanding Loans and L/C Obligations, each Lender shall maintain for its own account at least $5,000,000 of its Revolving Credit Commitment and the Administrative Agent must retain all of the Swing Line Loans1,000,000; (iv) the Administrative Agent and the Borrower Company must each consent, which consent (which consents shall not be unreasonably withheld) , to each such assignment (except that the Borrower’s consent shall not be required if such assignment is made after an Event of Default has occurred and is continuing) to a party which is was not a Lender at such time except that such consents shall not be required in connection with an assignment by a Lender to a wholly-owned subsidiary or Affiliate original signatory of such Lenderthis Agreement; and (v) the assigning Lender must pay to the Administrative Agent a processing and recordation fee of $3,500 3,000 and any out-of-pocket attorney’s attorneys' fees and expenses incurred by the Administrative Agent in connection with such Assignment Agreement. Upon the execution of each Assignment Agreement by the assigning Lender thereunder, the assignee lender thereunder, the Borrower (if applicable) and the Administrative Agent and payment to such assigning Lender by such assignee lender of the purchase price for the portion of the indebtedness of the Borrower being acquired by it, (i) such assignee lender shall thereupon become a “Lender” for all purposes of this Agreement with a Revolving Credit Commitment (including the related obligations to participate in Letters of Credit and Swing Loans) in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Lender hereunder, (ii) such assigning Lender shall have no further liability for funding the portion of its Revolving Credit Commitment (including the related obligations to participate in Letters of Credit and Swing Loans) assumed by such new assignee Lender and (iii) the address for notices to such assignee Lender shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of such Assignment Agreement, the Borrower shall upon request execute and deliver a new Revolving Credit Note to the assignee Lender in the amount of its Revolving Credit Commitment (and a Swing Line Note if such assignee Lender is concurrently with such assignment becoming a new Administrative Agent) after giving effect to such assignment, all such Notes to constitute “Notes” for all purposes of this Agreement. Nothing in this Section 14.12 shall prevent or prohibit any Lender which is a bank, trust company or other financial institution from pledging its Notes or Loans to a Federal Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Bank; no such pledge, or any assignment pursuant to or in lieu of an enforcement of such a pledge, shall relieve the transferor Lender from its obligations hereunder.
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Assignment Agreements. Each assignment from a Lender may, from time to time upon at least five Business Days’ notice an Additional Lender made pursuant to subsection 2.9B shall be subject to the Administrative Agent and the Borrower, assign to other Persons all or any part of its rights and obligations under this Agreement following requirements: (including without limitation the indebtedness evidenced by each Note then owned by such assigning Lender, together with an equivalent proportion of its obligation to make Loans and advances and participate in Letters of Credit and Swing Loans hereundera) pursuant to written agreements in the form attached hereto as Exhibit F executed by such assigning Lender, such assignee Lender or Lenders, the Borrower and the Administrative Agent, which agreements shall specify in each instance the portion of the indebtedness evidenced by each Note which is to be assigned to each such assignee lender and the portion of the Revolving Credit Commitment, and obligations to participate in Letters of Credit and Swing Loans, in each case of the assigning Lender to be assumed by such assignee lender (the “Assignment Agreements”); provided, however, that (i) each such assignment shall be made in accordance with subsection 10.1, including the execution and delivery of a constant, such documents required of each Assignee and not a varying, percentage the payment of the assigning Lender’s Assignment Fee to Administrative Agent required under subsection 10.1B, which fee shall be paid by Borrowers; provided that the assignments may be made pursuant to a master assignment agreement in form and substance satisfactory to Lenders and Administrative Agent instead of pursuant to Assignment Agreements, (b) any such Additional Lender must be reasonably acceptable to Administrative Agent; (c) Borrowers shall remain liable to any Lender required to assign its rights hereunder for any amounts owed to such Lender pursuant to subsection 2.7A or 2.7C; (d) such assignment to such Additional Lender does not conflict with any law, rule or regulation or order of any court or Governmental Authority; and obligations under this Agreement and (e) such assignment would not result in the assignment occurrence of any Event of Default. Borrowers shall cover deliver to Administrative Agent on or prior to the same percentage effective date of such Lender’s Revolving Credit Commitmentassignments, Loansin form and substance satisfactory to Administrative Agent, Notes (i) corporate resolutions and interests in Letters incumbency certificates of Credit and Swing Loans; (ii) the aggregate amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined Company dated as of the effective date of such assignments, approving the relevant requested increase in US Acquisition Loan Commitments, and (ii) an Acknowledgement and Confirmation by each Loan Party acknowledging and agreeing that the Collateral Documents and Guaranties to 104 113 which it is a party continue to guaranty or secure, as the case may be, all Obligations of Borrowers, including all Obligations in respect of the US Acquisition Loans. Each Assignment Agreement) Agreement executed pursuant to this subsection 2.9 shall provide that it shall not become effective until immediately after the increase in no event be less than $5,000,000; (iii) unless the assigning Lender is assigning all of its Revolving Credit CommitmentUS Acquisition Loan Commitments made pursuant to this subsection 2.9 becomes effective, outstanding Loans and L/C Obligations, each Lender shall maintain for its own account at least $5,000,000 of its Revolving Credit Commitment and the Administrative Agent must retain all amount of the Swing Line Loans; (iv) the Administrative Agent and the Borrower must each consent (which consents US Acquisition Loan Commitments so assigned shall not be unreasonably withheld) to each reflect such assignment (except that the Borrower’s consent shall not be required if such assignment is made after an Event of Default has occurred and is continuing) to a party which is not a Lender at such time except that such consents shall not be required in connection with an assignment by a Lender to a wholly-owned subsidiary or Affiliate of such Lender; and (v) the assigning Lender must pay to the Administrative Agent a processing and recordation fee of $3,500 and any out-of-pocket attorney’s fees incurred by the Administrative Agent in connection with such Assignment Agreementincrease. Upon the execution satisfaction of each Assignment Agreement by the assigning Lender thereunder, the assignee lender thereunder, the Borrower (if applicable) and the Administrative Agent and payment to such assigning Lender by such assignee lender of the purchase price for the portion of the indebtedness of the Borrower being acquired by it, (i) such assignee lender shall thereupon become a “Lender” for all purposes of this Agreement with a Revolving Credit Commitment (including the related obligations to participate in Letters of Credit and Swing Loans) in the amount conditions set forth in such this subsection 2.9, and all conditions precedent to the effectiveness of the applicable Assignment Agreements (other than the effectiveness of the proposed increase in US Acquisition Loan Commitments) the proposed increase in US Acquisition Loan Commitments shall become effective and, immediately thereafter, each applicable Assignment Agreement and with all shall become effective. Such increase shall increase the rights, powers and obligations afforded a US Acquisition Loan Commitment of each Lender hereunder, (ii) such assigning Lender shall have no further liability for funding the portion of its Revolving Credit Commitment (including the related obligations to participate pro rata in Letters of Credit and Swing Loans) assumed by such new assignee Lender and (iii) the address for notices proportion to such assignee Lender shall be as specified in Lender's Pro Rata Share at the Assignment Agreement executed by it. Concurrently with the execution and delivery time of such Assignment Agreement, the Borrower increase. The provisions of this subsection 2.9C shall upon request execute and deliver a new Revolving Credit Note supersede any provisions in subsection 10.1 to the assignee Lender in the amount of its Revolving Credit Commitment (and a Swing Line Note if such assignee Lender is concurrently with such assignment becoming a new Administrative Agent) after giving effect to such assignment, all such Notes to constitute “Notes” for all purposes of this Agreement. Nothing in this Section 14.12 shall prevent or prohibit any Lender which is a bank, trust company or other financial institution from pledging its Notes or Loans to a Federal Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Bank; no such pledge, or any assignment pursuant to or in lieu of an enforcement of such a pledge, shall relieve the transferor Lender from its obligations hereundercontrary.
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Assignment Agreements. Each Lender may, from time to time upon at least five 5 Business Days’ ' prior written notice to the Administrative Agent and the BorrowerAgent, assign to other Persons all or any commercial lenders part of its rights and obligations under this Agreement (including without limitation the indebtedness evidenced by each Note the Notes then owned by such assigning Lender, together with an equivalent proportion of its obligation Revolving Credit Commitments to make Loans and advances and participate in Letters of Credit and Swing Loans hereunder) pursuant to written agreements in the form attached hereto as Exhibit F executed by such assigning Lender, such assignee Lender lender or Lenderslenders, the Borrower Company and the Administrative Agent, which agreements shall specify in each instance the portion of the indebtedness evidenced by each Note the Notes which is to be assigned to each such assignee lender and the portion of the Revolving Credit Commitment, and obligations to participate in Letters of Credit and Swing Loans, in each case Commitments of the assigning Lender to be assumed by such assignee lender it (the “"Assignment Agreements”"); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of the assigning Lender’s 's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender’s 's Revolving Credit CommitmentCommitments, Loans, Notes Loans and interests in Letters of Credit and Swing LoansNotes; (ii) each such assignment shall be made by a Lender which is a lender under the Short-Term Credit Agreement and shall be made contemporaneously with an assignment of the same percentage of such Lender's rights and obligations with respect to the Short-Term Credit Agreement; (iii) unless the Agent otherwise consents, the aggregate amount of the Revolving Credit Commitment Commitments, Loans and Notes of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the relevant Assignment Agreement) shall in no event be less than $5,000,000; (iii) unless the assigning Lender is assigning all 5,000,000 and shall be an integral multiple of its Revolving Credit Commitment, outstanding Loans and L/C Obligations, each Lender shall maintain for its own account at least $5,000,000 of its Revolving Credit Commitment and the Administrative Agent must retain all of the Swing Line Loans1,000,000; (iv) the Administrative Agent and the Borrower Company must each consent, which consent (which consents shall not be unreasonably withheld) , to each such assignment (except that the Borrower’s consent shall not be required if such assignment is made after an Event of Default has occurred and is continuing) to a party which is was not a Lender at such time except that such consents shall not be required in connection with an assignment by a Lender to a wholly-owned subsidiary or Affiliate original signatory of such Lenderthis Agreement; and (v) the assigning Lender must pay to the Administrative Agent a processing and recordation fee of $3,500 3,000 and any out-of-pocket attorney’s attorneys' fees and expenses incurred by the Administrative Agent in connection with such Assignment Agreement. Upon the execution of each Assignment Agreement by the assigning Lender thereunder, the assignee lender thereunder, the Borrower (if applicable) Company and the Administrative Agent and payment to such assigning Lender by such assignee lender of the purchase price for the portion of the indebtedness of the Borrower being acquired by it, (i) such assignee lender shall thereupon become a “Lender” for all purposes of this Agreement with a Revolving Credit Commitment (including the related obligations to participate in Letters of Credit and Swing Loans) in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Lender hereunder, (ii) such assigning Lender shall have no further liability for funding the portion of its Revolving Credit Commitment (including the related obligations to participate in Letters of Credit and Swing Loans) assumed by such new assignee Lender and (iii) the address for notices to such assignee Lender shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of such Assignment Agreement, the Borrower shall upon request execute and deliver a new Revolving Credit Note to the assignee Lender in the amount of its Revolving Credit Commitment (and a Swing Line Note if such assignee Lender is concurrently with such assignment becoming a new Administrative Agent) after giving effect to such assignment, all such Notes to constitute “Notes” for all purposes of this Agreement. Nothing in this Section 14.12 shall prevent or prohibit any Lender which is a bank, trust company or other financial institution from pledging its Notes or Loans to a Federal Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Bank; no such pledge, or any assignment pursuant to or in lieu of an enforcement of such a pledge, shall relieve the transferor Lender from its obligations hereunder.Company being
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Assignment Agreements. (a) Each Lender mayshall have the right at any time, from time to time upon at least five Business Days’ notice to with the Administrative prior consent of the Agent and, so long as no Event of Default then exists, the Borrower (which consent of the Agent and the BorrowerBorrower shall not be unreasonably withheld) to sell, assign to other Persons assign, transfer or negotiate all or any part of its rights and obligations under this Agreement the Loan Documents (including including, without limitation limitation, the indebtedness evidenced by each Note then owned the Notes held by such assigning Lenderbanks, together with an equivalent proportion percentage of its obligation to make Loans and advances participate in Letters of Credit) to one or more commercial banks or other financial institutions or investors; PROVIDED, HOWEVER, that in order to make any such assignment (i) unless the assigning Lender is assigning all of its Commitments, outstanding Loans and participate Reimbursement Obligations, the assigning Lender shall retain at least $5,000,000 in outstanding Loans, interests in Letters of Credit and Swing Loans hereunderunused Commitments, (ii) pursuant to the assignee Lender shall have outstanding Loans, interests in Letters of Credit and unused Commitments of at least $5,000,000, (iii) each such assignment shall be evidenced by a written agreements agreement (substantially in the form attached hereto as Exhibit F I or in such other form acceptable to the Agent) executed by such assigning Lender, such assignee Lender or Lenders, the Borrower and Agent and, if required as provided above, the Administrative AgentBorrower, which agreements agreement shall specify in each instance the portion of the indebtedness evidenced by each Note Obligations which is are to be assigned to each such the assignee lender Lender and the portion of the Revolving Credit Commitment, and obligations to participate in Letters of Credit and Swing Loans, in each case Commitments of the assigning Lender to be assumed by such the assignee lender (the “Assignment Agreements”); provided, however, that (i) each such assignment shall be of a constantLender or Lenders, and not a varying, percentage of the assigning Lender’s rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender’s Revolving Credit Commitment, Loans, Notes and interests in Letters of Credit and Swing Loans; (ii) the aggregate amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the relevant Assignment Agreement) shall in no event be less than $5,000,000; (iii) unless the assigning Lender is assigning all of its Revolving Credit Commitment, outstanding Loans and L/C Obligations, each Lender shall maintain for its own account at least $5,000,000 of its Revolving Credit Commitment and the Administrative Agent must retain all of the Swing Line Loans; (iv) the Administrative Agent and the Borrower must each consent (which consents shall not be unreasonably withheld) to each such assignment (except that the Borrower’s consent shall not be required if such assignment is made after an Event of Default has occurred and is continuing) to a party which is not a Lender at such time except that such consents shall not be required in connection with an assignment by a Lender to a wholly-owned subsidiary or Affiliate of such Lender; and (v) the assigning Lender must shall pay to the Administrative Agent a processing and recordation fee of $3,500 and any out-of-pocket attorney’s attorneys' fees and expenses incurred by the Administrative Agent in connection with any such Assignment Agreementassignment agreement. Upon Any such assignee shall become a Lender for all purposes hereunder to the execution extent of each Assignment Agreement by the rights and obligations under the Loan Documents it assumes and the assigning Lender thereundershall be released from its obligations, and will have released its rights, under the assignee lender thereunderLoan Documents to the extent of such assignment. The Borrower authorizes each Lender to disclose to any purchaser or prospective purchaser of an interest in the Loans and Reimbursement Obligations owed to it or its Commitments under this Section any financial or other information pertaining to the Borrower. Promptly upon the effectiveness of any such assignment agreement, the Borrower shall execute and deliver replacement Notes to the assigning Lender and the assignee Lender in the respective amounts of their Commitments (if or assigned principal amounts, as applicable) and after giving effect to the Administrative Agent and payment to such assigning Lender reduction occasioned by such assignee lender of the purchase price for the portion of the indebtedness of the Borrower being acquired by it, assignment (i) all such assignee lender shall thereupon become a “Lender” Notes to constitute "NOTES" for all purposes of this Agreement with a Revolving Credit Commitment (including and the related obligations other Loan Documents) and the assigning Lender shall surrender to participate the Borrower its old Notes. The Borrower authorizes each Lender to disclose to any purchaser or prospective purchaser of an interest in the Loans and interest in Letters of Credit and Swing Loansowed to it or its Commitments under this Section any financial or other information pertaining to the Borrower or any Subsidiary.
(b) Any Lender may at any time pledge or grant a security interest in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Lender hereunder, (ii) such assigning Lender shall have no further liability for funding the or any portion of its Revolving Credit Commitment (including the related rights under this Agreement to secure obligations to participate in Letters of Credit and Swing Loans) assumed by such new assignee Lender and (iii) the address for notices to such assignee Lender shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of such Assignment AgreementLender, the Borrower shall upon request execute and deliver a new Revolving Credit Note to the assignee Lender in the amount of its Revolving Credit Commitment (and a Swing Line Note if including any such assignee Lender is concurrently with such assignment becoming a new Administrative Agent) after giving effect to such assignment, all such Notes to constitute “Notes” for all purposes of this Agreement. Nothing in this Section 14.12 shall prevent pledge or prohibit any Lender which is a bank, trust company or other financial institution from pledging its Notes or Loans grant to a Federal Reserve Bank in support Bank, and this Section shall not apply to any such pledge or grant of borrowings made by a security interest; PROVIDED that no such pledge or grant of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or secured party for such Lender from as a party hereto; PROVIDED FURTHER, HOWEVER, that the right of any such pledgee or grantee (other than any Federal Reserve Bank; no such pledge, ) to further transfer all or any assignment pursuant portion of the rights pledged or granted to it, whether by means of foreclosure or in lieu of an enforcement of such a pledgeotherwise, shall relieve be at all times subject to the transferor Lender from its obligations hereunderterms of this Agreement.
Appears in 1 contract
Assignment Agreements. Each Lender may68 Section 11.19. Confidentiality.................................................. 69 Section 11.20. Reaffirmation of Collateral Documents............................ 70 Section 11.21. Submission to Jurisdiction; Waiver of Jury Trial................. 70 Signature Page.......................................................................... 71 EXHIBIT A - Revolving Credit Note EXHIBIT B - Notice of Payment Request EXHIBIT C - Acquisition Financing Note EXHIBIT D - Term Note EXHIBIT E - Supplemental Revolving Credit Note EXHIBIT F - Borrowing Base Certificate EXHIBIT G - Compliance Certificate EXHIBIT H - Opinion of Counsel EXHIBIT I - Assignment and Acceptance SCHEDULE 5.2 - Subsidiaries SCHEDULE 5.12 - Tax Matters SCHEDULE 5.14 - Affiliate Transactions SECOND AMENDED AND RESTATED CREDIT AGREEMENT ▇▇▇▇▇▇ Trust and Savings Bank Chicago, Illinois and the other Lenders from time to time upon at least five Business Days’ notice party hereto Ladies and Gentlemen: The undersigned, Everest Healthcare Services Corporation, a Delaware corporation (the "Company"), refers to that certain Credit Agreement dated as of April 16, 1996, as amended and restated by that certain Amended and Restated Credit Agreement dated as of May 15, 1997, as amended, currently in effect among the Company, ▇▇▇▇▇▇ Trust and Savings Bank, as agent, and the lenders party thereto (the "Original Credit Agreement"). The Company hereby requests that the aggregate commitments available under the Original Credit Agreement be increased, that certain additional amendments be made to the Administrative Agent Original Credit Agreement and, for the sake of clarity and convenience, that the BorrowerOriginal Credit Agreement be restated in its entirety as so amended. This Second Amended and Restated Credit Agreement amends and replaces in its entirety the Original Credit Agreement, assign and from the Effective Date all references made to the Original Credit Agreement in any Loan Document or in any other Persons instrument or document shall, without more, be deemed to refer to this Second Amended and Restated Credit Agreement. This Second Amended and Restated Credit Agreement shall become effective as of May 18, 1998 (the "Effective Date"), and supersedes all or any part of its rights and obligations under this Agreement (including without limitation the indebtedness evidenced by each Note then owned by such assigning Lender, together with an equivalent proportion of its obligation to make Loans and advances and participate in Letters of Credit and Swing Loans hereunder) pursuant to written agreements in the form attached hereto as Exhibit F executed by such assigning Lender, such assignee Lender or Lenders, the Borrower and the Administrative Agent, which agreements shall specify in each instance the portion provisions of the indebtedness evidenced by each Note which is to be assigned to each such assignee lender and the portion of the Revolving Original Credit Commitment, and obligations to participate in Letters of Credit and Swing Loans, in each case of the assigning Lender to be assumed by such assignee lender (the “Assignment Agreements”); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of the assigning Lender’s rights and obligations under this Agreement and the assignment shall cover the same percentage as of such Lender’s Revolving Credit Commitmentdate, Loans, Notes and interests in Letters of Credit and Swing Loans; (ii) the aggregate amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the relevant Assignment Agreement) shall in no event be less than $5,000,000; (iii) unless the assigning Lender is assigning all of its Revolving Credit Commitment, outstanding Loans and L/C Obligations, each Lender shall maintain for its own account at least $5,000,000 of its Revolving Credit Commitment and the Administrative Agent must retain all of the Swing Line Loans; (iv) the Administrative Agent and the Borrower must each consent (which consents shall not be unreasonably withheld) to each such assignment (except that the Borrower’s consent shall not be required if such assignment is made after an Event of Default has occurred and is continuing) to a party which is not a Lender at such time except that such consents shall not be required in connection with an assignment by a Lender to a wholly-owned subsidiary or Affiliate of such Lender; and (v) the assigning Lender must pay to the Administrative Agent a processing and recordation fee of $3,500 and any out-of-pocket attorney’s fees incurred by the Administrative Agent in connection with such Assignment Agreement. Upon upon the execution of each Assignment this Second Amended and Restated Credit Agreement by each of the assigning Lender thereunder, the assignee lender thereunder, the Borrower (if applicable) parties hereto and the Administrative Agent and payment to such assigning Lender by such assignee lender fulfillment of the purchase price for the portion of the indebtedness of the Borrower being acquired by it, (i) such assignee lender shall thereupon become a “Lender” for all purposes of this Agreement with a Revolving Credit Commitment (including the related obligations to participate conditions precedent contained in Letters of Credit and Swing Loans) in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Lender hereunder, (ii) such assigning Lender shall have no further liability for funding the portion of its Revolving Credit Commitment (including the related obligations to participate in Letters of Credit and Swing Loans) assumed by such new assignee Lender and (iii) the address for notices to such assignee Lender shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of such Assignment Agreement, the Borrower shall upon request execute and deliver a new Revolving Credit Note to the assignee Lender in the amount of its Revolving Credit Commitment (and a Swing Line Note if such assignee Lender is concurrently with such assignment becoming a new Administrative Agent) after giving effect to such assignment, all such Notes to constitute “Notes” for all purposes of this Agreement. Nothing in this Section 14.12 shall prevent or prohibit any Lender which is a bank, trust company or other financial institution from pledging its Notes or Loans to a Federal Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Bank; no such pledge, or any assignment pursuant to or in lieu of an enforcement of such a pledge, shall relieve the transferor Lender from its obligations hereunder6.2 hereof.
Appears in 1 contract
Assignment Agreements. (a) Each Lender mayshall have the right at any time, from time with the prior consent of the Agent and, so long as no Event of Default then exists, the Borrower (which consent of the Borrower shall not be unreasonably withheld) to time upon at least five Business Days’ notice to the Administrative Agent and the Borrowersell, assign to other Persons assign, transfer or negotiate all or any part of its rights and obligations under this Agreement the Loan Documents (including including, without limitation limitation, the indebtedness evidenced by each Note the Notes then owned held by such assigning Lender, together with an equivalent proportion percentage of its obligation to make Loans and advances and participate in Letters of Credit) to one or more commercial banks or other financial institutions or investors, provided that, unless otherwise agreed to by the Agent, such assignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning Lender's rights and obligations under the Loan Documents; provided, however, that in order to make any such assignment (i) unless the assigning Lender is assigning all of its Commitments, outstanding Loans and interests in L/C Obligations, the assigning Lender shall retain at least $5,000,000 in unused Commitments, outstanding Loans and interests in Letters of Credit, (ii) the assignee Lender shall have Commitments, outstanding Loans and interests in Letters of Credit and Swing Loans hereunderof at least $5,000,000, (iii) pursuant to each such assignment shall be evidenced by a written agreements agreement (substantially in the form attached hereto as Exhibit F G or in such other form acceptable to the Agent) executed by such assigning Lender, such assignee Lender or Lenders, the Borrower and Agent and, if required as provided above, the Administrative AgentBorrower, which agreements agreement shall specify in each instance the portion of the indebtedness evidenced by each Note Obligations which is are to be assigned to each such the assignee lender Lender and the portion of the Revolving Credit Commitment, and obligations to participate in Letters of Credit and Swing Loans, in each case Commitments of the assigning Lender to be assumed by such the assignee lender (the “Assignment Agreements”); provided, however, that (i) each such assignment shall be of a constantLender, and not a varying, percentage of the assigning Lender’s rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender’s Revolving Credit Commitment, Loans, Notes and interests in Letters of Credit and Swing Loans; (ii) the aggregate amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the relevant Assignment Agreement) shall in no event be less than $5,000,000; (iii) unless the assigning Lender is assigning all of its Revolving Credit Commitment, outstanding Loans and L/C Obligations, each Lender shall maintain for its own account at least $5,000,000 of its Revolving Credit Commitment and the Administrative Agent must retain all of the Swing Line Loans; (iv) the Administrative Agent and the Borrower must each consent (which consents shall not be unreasonably withheld) to each such assignment (except that the Borrower’s consent shall not be required if such assignment is made after an Event of Default has occurred and is continuing) to a party which is not a Lender at such time except that such consents shall not be required in connection with an assignment by a Lender to a wholly-owned subsidiary or Affiliate of such Lender; and (v) the assigning Lender must shall pay to the Administrative Agent a processing and recordation fee of $3,500 and any out-of-pocket attorney’s attorneys' fees and expenses incurred by the Administrative Agent in connection with any such Assignment Agreementassignment agreement. Upon Any such assignee shall become a Lender for all purposes hereunder to the execution extent of each Assignment Agreement by the rights and obligations under the Loan Documents it assumes and the assigning Lender thereundershall be released from its obligations, the assignee lender thereunder, the Borrower (if applicable) and the Administrative Agent and payment to such assigning Lender by such assignee lender of the purchase price for the portion of the indebtedness of the Borrower being acquired by it, (i) such assignee lender shall thereupon become a “Lender” for all purposes of this Agreement with a Revolving Credit Commitment (including the related obligations to participate in Letters of Credit and Swing Loans) in the amount set forth in such Assignment Agreement and with all the will have released its rights, powers and obligations afforded a Lender hereunder, (ii) under the Loan Documents to the extent of such assigning Lender shall have no further liability for funding the portion of its Revolving Credit Commitment (including the related obligations to participate in Letters of Credit and Swing Loans) assumed by such new assignee Lender and (iii) the assignment. The address for notices to such assignee Lender shall be as specified in the Assignment Agreement assignment agreement executed by it. Concurrently with Promptly upon the execution and delivery effectiveness of any such Assignment Agreementassignment agreement, the Borrower shall upon request execute and deliver a new Revolving Credit Note replacement Notes to the assignee Lender and the assigning Lender in the amount respective amounts of its Revolving Credit Commitment their Commitments (and a Swing Line Note if such assignee Lender is concurrently with such assignment becoming a new Administrative Agentor assigned principal amounts, as applicable) after giving effect to the reduction occasioned by such assignment, assignment (all such Notes to constitute “Notes” for all purposes of this Agreement. Nothing in this Section 14.12 shall prevent or prohibit any Lender which is a bank, trust company or other financial institution from pledging its Notes or Loans to a Federal Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Bank; no such pledge, or any assignment pursuant to or in lieu of an enforcement of such a pledge, shall relieve the transferor Lender from its obligations hereunder.constitute
Appears in 1 contract
Assignment Agreements. Each Lender may, from time to time upon at least five (5) Business Days’ ' prior written notice to the Administrative Agent and the BorrowerAgent, assign to other Persons all or any commercial lenders part of its rights and obligations under this Agreement (including without limitation the indebtedness evidenced by each any Note then owned by such assigning Lender, together with an equivalent proportion of its obligation to make Loans and advances and participate in Letters of Credit and Swing Loans hereunderthe related Commitment for which such Note was issued) pursuant to written agreements in the form attached hereto as Exhibit F executed by such assigning Lender, such assignee Lender lender or Lenderslenders, the Borrower and the Administrative Agent, which agreements shall specify in each instance the portion of the indebtedness evidenced by each Note the Notes which is to be assigned to each such assignee lender and the portion of the Revolving Credit Commitment, and obligations to participate in Letters of Credit and Swing Loans, in each case Commitments of the assigning Lender to be assumed by such assignee lender it (the “Assignment Agreements”"ASSIGNMENT AGREEMENTS"); providedPROVIDED, howeverHOWEVER, that (i) each such any assignment hereunder shall be of a constant, and not a varying, percentage of the assigning Lender’s rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender’s 's Revolving Credit Note, Revolving Credit Commitment, Loans, Notes Revolving Loans and interests in Letters of Credit and Swing Loans, and Term Loan; (ii) unless the Agent otherwise consents, the aggregate amount of the Revolving Credit Commitment Commitments, Loans and Notes of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the relevant Assignment Agreement) shall in no event be less than $5,000,0005,000,000 and shall be an integral multiple of $1,000,000; (iii) unless the assigning Lender is assigning all of its Revolving Credit Commitment, outstanding Swing Loans and L/C Obligations, each Lender shall maintain for its own account at least $5,000,000 of its Revolving Credit Commitment and the Administrative Agent must retain all of the Swing Line LoansCommitment shall only be assigned (if at all) in total; (iv) the Administrative Agent Agent, each Lender originally party hereto and the Borrower must each consent (which consents shall such consent to not be unreasonably withheld) withheld by any such party), to each such assignment (except that the Borrower’s consent shall not be required if such assignment is made after an Event of Default has occurred and is continuing) to a party which was not an original signatory of this Agreement (provided no such consent is not required from the Borrower (x) for any assignment to any Lender party hereto, whether an original signatory of this Agreement or a Lender at such time except that such consents shall not be required in connection with party hereto by reason of an Assignment Agreement, (y) for any assignment by a Lender to a wholly-owned subsidiary or any Affiliate of any such LenderLender and (z) for any such assignment made during the continuance of any Event of Default); and (v) the assigning Lender must pay to the Administrative Agent a processing and recordation fee of $3,500 and any out-of-pocket attorney’s attorneys' fees and expenses incurred by the Administrative Agent in connection with such Assignment Agreement. Upon the execution of each Assignment Agreement by the assigning Lender thereunder, the assignee lender thereunder, the Borrower (if applicable) and the Administrative Agent and payment to such assigning Lender by such assignee lender of the purchase price for the portion of the indebtedness of the Borrower being acquired by it, (i) such assignee lender shall thereupon become a “Lender” "LENDER" for all purposes of this Agreement with a Revolving Credit Commitment (including the related obligations to participate in Letters of Credit and Swing Loans) Commitments in the amount amounts set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Lender hereunder, (ii) such assigning Lender shall have no further liability for funding the portion of its Revolving Credit Commitment (including the related obligations to participate in Letters of Credit and Swing Loans) Commitments assumed by such new assignee other Lender and (iii) the address for notices to such assignee Lender shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of such Assignment Agreement, the Borrower shall upon request execute and deliver a new Revolving Credit Note Notes to the assignee Lender in the amount respective amounts of its Commitments under the Revolving Credit Commitment (and a Swing Line Note if such assignee and its Term Loans and new Notes to the assigning Lender is concurrently with such assignment becoming a new Administrative Agent) in the respective amounts of its Commitments under the Revolving Credit and its Term Loans after giving effect to the reduction occasioned by such assignment, all such Notes to constitute “Notes” "NOTES" for all purposes of this Agreement. Nothing in this Section 14.12 shall prevent or prohibit any Lender which is a bank, trust company or other financial institution from pledging its Notes or Loans to a Federal Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Bank; no such pledge, or any assignment pursuant to or in lieu of an enforcement of such a pledge, shall relieve the transferor Lender from its obligations hereunder.
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